Chaotic: Changeling Maddness
by Marina Stars
Summary: An Alternate Universe. Life in Equestria is so amazing and Every Pony I getting ready for the grand galloping gala. At the gala everything goes rather well, except for some... surprises. And what happens when a certain pegasus disappears. Will her friends ever see her again, and how does Discord react when he finds out? How far is he willing to go to bring her home?
1. The begining

It was a beautiful day in Ponyville. Most ponies were out shopping, and lots of the foals were running and playing.

On the edge of Ponyville, sat a large castle that resembled a tree house. In that castle in the throne room, sat five of the bearers of the elements of harmony. They had been summoned by Princess Twilight Sparkle who had some exciting news to share. But first, the element of kindness had to be present.

They had been waiting for a little while for Fluttershy who was usually never late.

"Do yall know where Fluttershy is?" AJ asked

"Nope." Everyone else shook their heads in response

"But she probably just got held up maybe helping an animal or something." Twilight responded

"Let's just hope she gets here soon." Rainbow said impatiently

"Darling whatever it is she'll be here soon." Rarity replied.

"I hope so." Twilight whispered

* * *

Back at Fluttershy's cottage there was a _slight_ problem.

The bunnies and squirrels, with the help of some beavers, had built mini forts and were fighting each other for some reason that was lost to the yellow pegasus.

"Little friends please stop." Fluttershy pleaded as she tried to stop the fighting "Let's just calm down and talk about this."

Angel who was leading the bunnies in the battle squeaked something in his bunny language.

Fluttershy gasped "Angel, such language. I'd expect something like that from a beaver, not you"

Angel rolled his eyes then threw a carrot towards the yellow Pegasus making her whimper a little. Her animals never acted like this before, whatever happened she couldn't stop them.

"Need some help?" A voice sounded behind her. Most of the time she would jump at voices that snuck up behind her but she was so used to this one, it would come often. Knowing the woice she smiled and turned around.

"Of course I do." Fluttershy said to the creature standing before her. He was a being made of many kinds of animals, along with a knack for mischief and powers of chaos, he was also one of Fluttershy's dearest friends.

"Great because that's why I'm here." Discord grinned at the pegasus.

"Now, let me see what I can do." He said as he floated to the middle of the battle field

Angel bunny noticed the creature in the middle of the fight the bunny squeaked a command and all the others stopped for a moment looking at their leader then they looked at the Draconequus. They all aimed their ammo at him

"Ow!" he cried out as objects galore were thrown at him "Hey! Cut that out!"

The animals didn't listen and threw harder

"Honestly I don't know how she puts up with you fuzzballs!" He muttered before an acorn hit him in the back of the head

"That is it!" He growled before sending out a magical burst that paralyzed all the animals. The objects stopped and fell to the earth

"Now furry ones, this spell will keep you paralyzed till you decide to no longer fight." He explained "When you truly decide not to fight you will be set free from the spell. Until you do… get comfortable." He smirked.

"That should work" Discord said as he returned to where his best friend in Equestria was standing.

"Thanks for helping" Fluttershy said in her usual quiet voice. "This won't hurt them tough right

"Not at all." Discord smiled at the Pegasus.

There was a moment of silence each smiling at another before Fluttershy spoke "I should be getting to Twilight's castle now. She said she had important news for us."

She hugged Discord "Thanks again."

"No problem" he replied "Happy to help."

She smiled one last time before flying in the direction of Twilight's castle. The Draconequus watched as she flew off and stared for a while at where she had disappeared to.

He smiled in content before he snapped and poofed away the animals who were still imprisoned gave annoyed squeaks. There was no way out of this, not for a while.


	2. The Meeting

The five ponies, and the dragon, were about to start their meeting when the door to the throne room was opened by an orange Pegasus guard with a blue mane.

I know what everyone outside the fourth wall is thinking, why is Flash Sentry here and not in the Crystal Empire as part of the royal guard? Well simple answer after Twilight had had her castle for a while Celestia had thought it would be a good idea for Twilight to have some royal guards of her own. Cadence and Shining Armor had agreed to this and so they each chose some guards to protect Ponyville castle. Cadence, being the princess of love that she is, and knowing of Twi's crush on the Pegasus had sent Flash to be part of her Sister-in-law's royal guard. Maybe it would be easier for the two to get together sometime.

Best plan ever right. (Not really though)

"Your highness" Flash bowed when he entered the room.

Twilight rolled her eyes "Flash I have asked you a million times to just call me 'Twilight'." The purple alicorn said with a twinge of annoyance.

Sure she was the princess of friendship but, she still didn't care to be addressed that way by friends. She had been an ordinary unicorn with a somewhat normal life like every pony else in Equestria before she was a princess. She didn't mind others addressing her that way but still couldn't allow her friends to.

"Twilight then" Flash nodded "Well Twilight, your friend is here" He said before stepping aside allowing Fluttershy to walk in.

"Thanks Flash" Twilight smiled "You may go now."

"As you wish" Flash said before leaving and closing the door behind him.

"Sorry I'm late girls" Fluttershy apologized quietly.

"Well, what took you so long?" Rainbow asked rather rudely "We were waiting forever for you"

"Rainbow Dash!" Applejack scolded

"What? We were all thinking it" Rainbow said as if she were innocent

"Whatever" Twilight rolled her eyes at the ponies usual behavior "At least we are all here and I can share the news" Every pony nodded and took their seats.

"So darling what exactly is this about?" Rarity asked

"Well as you all know the grand galloping gala is coming up." Twilight began and when she saw every pony was paying attention she continued "Well Celestia has asked that we help with preparations for this year's gala"

"Really? That's great news darling."

"So far Celestia has some preparations for the gala done but she is going to let us help and finish up the rest."

"Yay! This is going to be amazing! We can have Pes and cakes!" Pinkie gasped "Or Piecakes!"

The ponies chuckled at the pink pony's antics.

Rarity beamed "Oh, I can't wait to make dresses for this years gala. I have some lovely designs that I am just dying to use."

"This is going to be great!" Pinkie squealed

"Totally!" Dash Cheered "And now that I am wonderbolt I get to join them at the gala for real this time!"

"I can't wait to put up streamers and balloons and lots of pretty decorations" Pinkie continued

"Oh uh... about that " Twilight chuckled nervously "Celestia says she's hired a party planner. She's fine if you help, but you'll have to work together."

"Oh, that's okay." Pinkie said "as long as I get to help!"

"Just remember, this pony is probably in charge, you'd have to do what he asks you to do."

"So no do overs at last time someone tried to plan a party with you around" AJ smirked

Pinkie blushed "I may have gone overboard just a bit. I promise it won't happen again. I've learned.

"Great now that we've got that covered" Twilight said before looking at a list "Celestia has assigned some jobs for a couple of you"

"Cool! What are they?" Pinkie asked excitedly even though she already had an assignment.

"Well Applejack has been asked to help bake food for this gala" Twilight answered "Can you do that AJ?"

"Of course I can" AJ smiled accepting her task.

"Great" Twilight smiled "Now Rarity?"

"Yes darling?" Rarity said, ready for her task

"You can focus on making dresses for the gala. It has a special theme to it this year. I don't know what it is, but I'm sure it will be great."

"A theme?" Fluttershy asked

"You know Celestia always trying to liven these events up." Twilight replied "By the way, the princess has asked you to help prepare the castle gardens for the event. Make sure they are perfect.

"Yay!" She smiled

"Everyone will help with other assignments that are given in their free time. So there will always be something to help with."

Everyone nodded.

"This is going to be so awesome!"

"Yah this is going to be the best party in the history of parties!" Pinkie said jumping up and down excitedly "Well except for Rainbow's birth-aversary where Cheese and I planned a party together but really what could top that?!"

And every pony just stared at Pinkie before shrugging it off. Just Pinkie Pie being Pinkie Pie.

"I agree this sounds so fun" Rarity commented

"Yay." Fluttershy said

"I know." Twilight said "And Celestia wants us to leave tomorrow"

Rarity gasped "Oh my, there is so much to pack, all my sewing supplies and materials and..."

And as Rarity continued her small rant about things she would need the others agreed to meet at the train station

All the ponies said goodbye and went to prepare!

And once every pony was gone Twilight began to squeal like a little filly and fly around her throne room and she nearly hit the chandelier her friends had made for her.

"Oops" She blushed when she realized what she had been doing. She couldn't help it she was so excited.

Twilight floated back to the ground and ran out of the throne room with a huge grin when she, literally, bumped into Flash.

"What's got you so exited?" The captain questioned

Twilight blushed realizing what she was doing "Oh, well, I'm just excited for the upcoming gala."

"Oh," Flash smiled "That's coming up isn't it?"

Twilight nodded

"Cool, so I was wondering, do you think maybe we could go to the gala together."

Twilight was surprised by what he was asking "Like as in a…. Date?"

"Sure, that is if you want to." He replied "Unless you'd rather just go as friends or…"

"A date is fine" Twilight interrupted, her cheeks flushing slightly.

"Really?" He said excitedly

Twilight nodded in response "I'd love to go with you, It'll be fun. Thanks Flash." She hugged him before walking away to attend to some duties.

Flash had a huge grin on his face. She said yes, so now they would be going to the gala together! He could hardly wait


	3. A Nice Morning

Fluttershy walked home to her cottage and when she got there most of the animals had been freed and gone to their homes. Some animals, however, were still trapped including angel bunny.

She walked over to the little white rabbit. "Angel bunny, why are you still here?"

The bunny squeaked something the Pegasus understood

"I know, but don't you want to go inside?"

He squeaked again

"Why are you so stubborn?" The Pegasus sighed. Then she got an idea "Well I guess I'll have to leave you out here the rest of the day, maybe even all night, out in the cold on your own. I guess your nice warm bed will be empty tonight."

The bunny squeaked in annoyance

"Or maybe one of the other animals would love to sleep in it." She continued

He squeaked again as if to say ' _Don't you dare'_

"Then you'll have to come inside."

He squeaked in defeat before giving up. In a moment the bunny was released from the spell. Fluttershy caught him before he fell over off the rock he was on.

"There we go. Come on let's get you something to eat." She said as she flew to her house.

When they got inside the Pegasus set her bunny on the ground and he hopped to his bunny bed

Fluttershy went to her kitchen and made a fruit salad for the bunny then took it to Angel.

The Pegasus set about feeding her animals their dinners. When she finished the sun was setting and she began to get hungry.

The mare made her way to her little cottage as the sky continued to darken.

When she made it inside Discord was on her couch reading a book… upside down.

She smiled at his usual chaotic behavior and was glad to see him

"Hello Discord." She greeted happily

"Oh Fluttershy!" He replied happily poofing the book away "You're back!"

She giggled "How long have you been here?"

"Not very long." He said looking at a watch he had conjured up before poofing it away again.

"How about some dinner?" He asked her

"That would be lovely." She smiled sweetly.

He snapped and some food appeared on the table.

"I actually made all of this earlier," He smiled sheepishly before holding up a platter "Even the cucumber sandwiches." He showed her knowing those were always her favorite.

"Thank you." She smiled sweetly.

He set them down before pulling out a chair for the kind mare holding his paw out for her "Shall we?"

She giggled at the sweet gesture, it was such a beautiful sound that filled him with joy.

She placed her hoof in his paw a bright smile on her face.

The draconequus helped her into her chair sliding it in for her, as he had done for her countless other times. He then took his seat and they began to eat their dinner

"So, what did Twilight want earlier?" Discord asked curiously

Fluttershy paused "Oh, she reminded us of the upcoming gala. We'll be helping prepare for the gala."

Discord nodded in interest.

"We're going to Canterlot in the morning tomorrow. You can come with us if you want." She offered

"I don't know if I'm even invited this year. Still waiting on my ticket." He frowned

"I'm sure it'll come." She reassured him "After last year, Celestia will probably invite you again, you know she doesn't like it to be boring. Besides if she doesn't send you one, I still have my plus one."

Discord looked at her with a smile "Thanks Flutters, but you are probably right. Celestia loves it when things go wrong at her galas." He chuckled causing her to giggle again

The two continued with their friendly chat as they finished their food.

When they were finished Discord got rid of the mess. Fluttershy gave out a small yawn.

"Looks like it's time for you to get to bed." Discord commented

Fluttershy nodded "Probably a good idea. You can stay the night if you want."

Fluttershy had set up a room for him in her house. Sure he didn't really need it but he loved the gesture and he would stay whenever he got the chance.

"I'd love to." The spirit of chaos beamed causing her to smile in return

She yawned again "Goodnight Discord."

* * *

The next morning sunlight flowed through Fluttershy's window causing he buttercream mare slowly wake up. She smiled hearing the birds sing, she loved the melodies they would sing, always so cheerful and lovely. It was the perfect way to wake up.

She simply sat and listened to the melody taking in its beauty. She opened her eyes again realizing the time. It was later than she usually woke up. By two hours!

Fluttershy gasped. Her animals hadn't been fed. She threw her blankets off and quickly got out of bed. She took a moment to brush her mane before she rushed out of her room and down the stairs. When she reached the bottom Discord was sitting on the couch once again reading his book upside down.

He noticed her rush and spoke "If you're worried about your animals, I took care of them already."

She paused "Really?" He nodded "That's so sweet. Thank you Discord" She smiled before smelling something sweet. She had a slightly confused look

"I also made breakfast." Discord mentioned

She smiled again. He led her to the table and once again he pulled her chair out for her.

She smiled with a slight blush at how sweet he was being. "You are such a gentle colt."

He waved nonchalantly. "It was nothing."

She just continued to smile. It was hard to believe that the once feared master of chaos, Discord, had been reformed by her. He had become so sweet and kind, though he had been a terrible creature before. She felt pride knowing that he had truly changed, he had used his magic for good because she had become his friend, the one he never wanted to loose. He even gained more friends, even if they didn't trust him entirely. It never would've happened if she hadn't given him a chance.

"Thank you for taking care of my animals for me" Fluttershy said sweetly before taking a bite of some blueberry pancakes he had given her.

"It was my pleasure. I felt like you should sleep in. You always work so hard taking care of those animals."

"That was so thoughtful of you."

He blushed "Anything for my dearest friend."

She blushed in return with a soft smile.


	4. On the way

When the two were done with breakfast Fluttershy packed a bag for her trip to Canterlot and Discord accompanied Fluttershy to the train station where she was meeting her friends for their trip.

Everyone was there and had some luggage except for Rarity who seemed to have her usual mountain of luggage that Spike once again, struggled to carry.

"Hello girls" Fluttershy said as she walked up onto the platform.

"Hey Flutters." Rainbow smiled

Pinkie bounced "Hey Fluttershy! You ready for the gala! I am! I can't wait to go help with the gala! I am so excited!" She rambled off.

Discord chuckled at her usual Pinkie Pie-ness.

"Y'all coming along?" Apple Jack asked the draconequus.

"Sure, why not." He shrugged and Fluttershy smiled, happy that he would be coming along.

The group of ponies talked for a while until the train to Canterlot arrived. They all got on and seated themselves putting their luggage in the overhead compartments. Fluttershy took a seat by the window and Discord sat next to her, smiling sweetly at the little pegasus. She hid slightly behind her mane covering the tint of pink that covered her cheeks. The seats were a little small and so the two were sitting rather close. The train departed and they were on their way to Canterlot for the gala.

Fluttershy was starting out the window looking over at the passing landscapes, only a little longer and they would be in Canterlot. She was so… what's that word? Nervousited. She couldn't wait for the gala it was sure it would be amazing. She wasn't only excited for the gala, she was hoping to be able to have at least one dance with Discord... that is, if he came. She was sure he'd be invited but she just felt that there was a small chance that he wouldn't be able to go. She frowned at the thought.

"You alright?" Discord asked noticing her troubled look.

Fluttershy shook out of her thoughts "Yeah, just thinking."

"Alright." He said

"Oh!" Pinkie squealed "I am sooo excited! I can hardly wait till we get to Canterlot!"

"Me too darling. I just can't wait to start making the dresses for the gala. Oh, and I need to check on my boutique. So much to do and so little time." Rarity commented "Oh I just hope I can get it all done."

"Sounds like you've got your hooves full. If you need us, we'll be glad to help." Twilight told the unicorn

"Thank you Twilight, darling, but I'm sure I can handle it. I work well under pressure." Rarity reassured her. "I just can't wait to make your dresses! I have the most beautiful designs, you are all going to love them!" She continued to ramble about the outfits.

Fluttershy once again looked out the window at the passing landscapes and the green rolling hills. She thought about the gala once more. She just imagined how lovely it would be, with the glimmering lights and the stunning ensembles that Rarity would be designing.

The best part would be the dancing.

 _There she was, standing, in a gold glittering gown with little jewels. An orchestra played a gentle waltz. Many ponies danced and swayed to the music. The little yellow pegasus stood watching the elegant couples dance._

 _"Fluttershy." The familiar voice of Discord called to her._

 _The shy pegasus turned around and smiled at her best friend. He was wearing a blue suit with gold trimming and a blue bowtie._

 _"Discord!" she beamed, "You made it!"_

 _"Of course my dear. I would never miss an opportunity to dance with my dearest friend." His voice was soft and smooth, She blushed at his sweet words, she was glad he considered her his 'dearest friend'._

 _"Shall we dance?" He held out a gloved paw to her. The little pegasus smiled brighter as she placed her hoof into his large paw. The draconequus then led her to the middle of the ball room, Discord held her close in his arms as they began to sway to the music. It was a beautiful song and as Fluttershy gazed into his red and yellow eyes the ponies around them began to fade from reality and it was only the two in the elegant ballroom._

 _"Absolutely perfect." She whispered closing her eyes resting her head on Discord's shoulder bringing a large smile to his face._

 _"Fluttershy." Discord's voice echoed through the ballroom._

 _"Hmm?"_

 _"Fluttershy…_ Fluttershy."

Her eyes snapped open and met the unique red and yellow eyes of Discord.

"Morning sunshine." He teased

"Discord wha-?" She began

"You fell asleep. It was absolutely adorable," He grinned "I hated to wake you up, but we are in Canterlot and if we don't get off the train might leave with us."

"Oh," She trailed off. So all of that was a dream? That was probably one of the strangest yet best dreams she had ever had, but why? And, did he just call her adorable?

"Come on. Let's go." Discord said.

"Ok." Fluttershy nodded and got up. They left the train with the rest of the main 6 on the train station platform and they headed to the Canterlot Castle.

When they arrived the group met Princess Celestia in the throne room. Twilight greeted her mentor happily.

"I am so glad you all could make it." Celestia said

"We're happy to help." Twilight replied.

The rest nodded in agreement.

"And now, I have your assignments for this week." The princess told them conjuring up 8 scrolls, one for each of them. Each pony took the scroll that Celestia gave them. "I'm sure with all your help this year's gala is going to be truly spectacular." Then everyone agreed in their own way "You best get started, we have quite a bit to do."

Each pony nodded and set off to do their tasks to help prepare for the gala.


	5. Surprises

Each of the ponies had split up to do what they needed to do. Rarity left to go to her boutique in Canterlot, 'The Canterlot Carousel.'

She had brought with her loads of supplies and many designs for the dresses she wanted to make.

"Hello!" Rarity called out after she had set her stuff down on her work table.

A blue unicorn with and amber mane and black and grey dress walked in. She was Sassy Saddles, the mare Rarity had hired to manage the boutique while she was in Ponyville.

"Rarity it's so good to see you again!" The blue unicorn smiled.

"Good to see you too!" The white unicorn fashionista replied "I'm so glad you are here. I have to make some outfits for this year's gala. It is going to be spectacular! But I don't have much time. We need to get started as soon as possible."

"I understand. Do you have any designs?"

"Of course I do, darling, like I'd come all this way without designs for my dresses." Rarity scoffed

"Oh, then let's see." Sassy insisted with excitement.

"Alright darling." She said levitating the sketches of her outfits.

"Oh Rarity!" The other unicorn exclaimed in adoration "These designs are absolutely stunning. All the colors and jewels! They are perfect!"

"Thank you Sassy" The white unicorn beamed. "Of course, these are merely designs, the actual products will be even better!"

"Well, then we better get started. These outfits won't sew themselves." Sassy said levitating some fabric and both unicorns set to work making the outfits.

A few hours later the two had created quite a few ensembles for the gala and were setting up some displays. The dresses glittered in the light with all the little jewels on them. Rarity was adjusting an amber dress, making sure everything was just right; she fluffed the skirt, straitened the feathers of a head piece and adjusted the sash around the waist.

"Where do you want this one?" Sassy asked holding up a glittering black and grey dress that needed a place to go.

"Oh, I actually made that one for you, darling." Rarity smiled

"Really?" Sassy asked and Rarity nodded "But I don't even have a ticket."

"Well, actually..." Rarity giggled levitating a golden ticket.

"You didn't..." Sassy gasped excitedly

"Oh, I most certainly did!" Rarity squealed happily.

"Oh thank you Rarity!" Sassy exclaimed giving the generous unicorn a hug

"Anything for a friend." Rarity smiled "Now, why don't you go try it on so I can see if there is anything I need to fix before the gala?"

Sassy nodded and walked to one of the dressing rooms a big gleeful smile on her face.

Rarity smiled in satisfaction and then went to make sure the displays were just right.

"I must say, your new collection is very stunning" A familiar voice said causing Rarity to freeze in place her eyes wide.

She turned around to face the source. He was a white unicorn with a blue mane and dazzling blue eyes, he wore a nice clean black tux.

"H-hello F-fancy Pants" Rarity stuttered nervously "W-what brings you here?"

"Well, I heard you had opened a boutique a while back." He said walking towards her to her "I've visited a few times to try and congratulate you and to talk, but I never seem to come at the right time." He explained "And when I saw you here setting up your new line, I thought I'd better talk to you while I have the chance."

"You have been wanting to talk to me?" Rarity asked half dazed

"Of course Rarity, though I have to wonder, what brings you to Canterlot this time?"

"Oh, well Princess Celestia invited my friends and I to help with preparations for the gala." Rarity answered

"Ah, so you are making outfits?" He concluded, Rarity nodded.

"Will you be going?" Rarity asked hopefully

"As a matter of fact, yes. I am going." He replied with a charming smile

"Well that's wonderful." Rarity smiled "I hope to see you there."

"Indeed." Fancy pants nodded "And I hope you will save a dance for me."

"Oh, me… really?" She asked as stars formed in her eyes. He nodded "Gladly."

He gave a charming smile lifting her hoof and placing a gentle kiss on it. "Until then." He bowed slightly before turning to leave.

Once the door was closed she squealed and fainted.

"Oh, Rarity! This dress is perfect!" Sassy said coming out of the dressing room wearing the dress Rarity had made for her along with a mask

It had a black skirt and a dark grey top, colors that looked good on the blue unicorn it was adorned with jewels here and there and her mask was black with silver lining on the edges and around the eyes. It also had some black feathers on the left side of it giving it the perfect touch.

The blue unicorn paused when she saw the other mare "Rarity? Are you alright?"

Rarity didn't reply

"Uh… Rarity? Hello? Anyone in there?" She waved her hoof over her eyes.

After a moment Rarity came to her senses "Oh Sassy! That dress looks spectacular on you!"

"Of course it does! You made it!" Sassy beamed at the seamstress. "I can't thank you enough, Rarity."

"Oh, don't mention it." Rarity waved it off.

"Alright," Sassy paused "But…"

"What?" Rarity asked as she set up some more displays

"When I came in, you just stood there with stars in your eyes."

"Oh." Rarity blushed "It was nothing. Fancy Pants just stopped by."

"Really?" Sassy asked "He finally managed to make it over here?"

"Yes. It's not a big deal though." Rarity insisted

Sassy gasped "Oh, you like him don't you?"

"What? No, I… Where did you get an idea like that?" Rarity frowned

Sassy shrugged "Oh, and I think he likes you too!"

"Really!?" She squealed excitedly before realising it. she cleared her throat "Uh, I mean…" but she was cut off as Sassy squealed "It is just so perfect. He's charming and kind, any mare would be lucky to have him, and you may be his choice."

Rarity rolled her eyes "Alright, that's enough. We still have a lot of work to do."

* * *

Back at the Canterlot Castle, Pinkie Pie was bouncing up and down through the halls, humming happily as she made her joyful way to the ballroom where she was supposed to help decorate for the gala. She was a tad nervousited to be working with another party planner. She knew he or she was probably very skilled since Celestia hired them. Then a thought crossed her mind, what if they didn't like how she threw parties and wanted to have it be like past galas. What if they didn't let her use balloons or streamers? What if they didn't like her party cannon!? She gasped at the thought. Before shaking it away, whatever happened she would make a good impression and do her best to work with the other planner, they were in charge and she was there to help.

She just hoped there wasn't a repeat of Rainbow Dash's birth-aversary. She remembered being so jealous of Cheese Sandwich and unwilling to give up her pride she challenged the party-loving stallion to a goof-off nearly ruining Dash's party. Immediately she forfeited and let Cheese win. She was later surprised to learn that he was only trying to show her how much she had inspired him and how good he had become. He never wanted to take her place, he had always looked up to her, they had both just gone a little too far. In the end they joined forces throwing the greatest birthday-bash EVER!

She always hoped that she would meet the stallion again and they could plan another epic party with him.

When Pinkie finally reached the ball room she stopped bouncing and shoved the doors open excitedly. She glanced around inside, there were many different colors of balloons and streamers though a majority of them were gold, silver, black and white. There were many tables with gold table cloths and everything looked so fancy and shiny! The pink pony took a few steps into the ballroom looking around more and admiring the decorations, but before she could get in very far...

"Incoming!" Somepony called out before Pinkie was bombarded by loads of multi-colored streamers and became tangled in the party decorations.

"Oh I'm so sorry!" The pony said apologetically. "Here let me help you"

He began to dig into the pile of streamers eventually finding Pinkie's front hooves. He grabbed them and pulled her up and out of the pile. When the streamers fell away from her face the first thing she saw was a very familiar pair emerald green eyes, full of happiness and fun.

"Pinkie Pie?" he uttered her name in a familiar voice.

Pinkie gasped jumping up to her hoofs excitedly

"Oh my gosh! Cheese!" Pinkie quickly wrapped her hooves tightly around the orange party pony.

"Hi Pinkie! It's been awhile hasn't it?" Cheese commented returning the tight embrace

When they let go, they continued to smile brightly at each other

"How have things been in ponyville?"

"Amazing!" She began to talk at super speed about some of the things that had happened like the castle and the cutie map, Starlight Glimmer and Flurry Heart's Crystaling, surprisingly he understood every word she said.

"Wow! That's quite a bit! You sure have some great adventures with your friends!"

"I know! It's sortof exhausting at times, constantly running around saving the world." She paused "But now we have a gala to prepare for and that should let us have time to relax and do what we like to do best!"

"Then let's get started! These decorations aren't going to hang themselves!" He beamed grabbing her hoof and leading her to some boxes of party supplies and the two set to work.

* * *

Fluttershy wandered through the gardens. There wasn't really anything for her to do at the moment. She had asked Twilight for an assignment but Twilight said that they had everything covered for the moment but Twilight promised she would tell her the moment she found something for the Pegasus to do.

So, with nothing to do Fluttershy decided to take a stroll in the Canterlot gardens and sit with the animals there, even if most tried to avoid her after the first gala.

The memory of it was hilarious and sort of embarrassing. She had gone absolutely crazy and now nearly all the animals in the Canterlot gardens feared her.

Sometimes she wondered if there would ever be a gala that they would attend that wouldn't end in some sort of catastrophe. Maybe this year would be an exciting gala, but in a different way than the last two times she had gone. It wouldn't be boring but there wouldn't be anything that would cause it to end early as well. The chances were unlikely, there was bound to be some sort of problem that would seem to interrupt the gala, just like the last few times.

She wondered what could happen this year. As she thought about it she began to giggle at some of the ridiculous possibilities.

"And what might you be laughing at?" Discord asked... wait Discord!

"Discord!" Fluttershy exclaimed turning to face her draconequus friend "I didn't think you'd be here."

"Well, Celestia asked me to help prepare for the gala." Discord explained "In exchange I get a ticket to the gala!"

Fluttershy smiled "That's wonderful! I was worried I'd have to spend it without my best friend."

Discord returned her smile. "And I am glad I don't have to spend this gala without my best friend either."

"The smoze?" Fluttershy asked teasingly

"No my dear! You!" He grinned ruffling her mane causing her to giggle "although I must ask, What was so funny?"

She paused a moment before she remembered what he meant "Oh! I was just thinking about how every gala seems to end in some terrible catastrophe."

"I wouldn't call the Smooze a _terrible_ catastrophe." Discord grinned

"I guess not, but I couldn't help but think about what may happen to interrupt this year's gala."

The draconequus couldn't help but think about the possibilities. "You're right, there are quite a few possibilities." He grinned, a smile which Fluttershy returned. "Anything could happen. But, this year is already going to be more interesting, we won't need an accident to make it entertaining."

"True. I just hope we can make it through this gala." Fluttershy commented

"Me too." Discord agreed as she looked up at him. He couldn't help but admire her simple beauty. Her teal eyes glittered in the sunlight, and the bright smile that graced her face seemed to make them sparkle brighter. He always enjoyed her smile, especially when it was directed towards him.

She was absolutely amazing, and his best friend. The fact alone brought a smile to his face. He absolutely loved spending time with her, which is exactly what he had come to do.

"So, Fluttershy, are you busy right now?"

Fluttershy shook her head "No, the girls have it covered."

"Great! I'm not busy either, what do you say about a nice picnic in the gardens?"

"Really?" She gasped excitedly "That sounds amazing! I'd love to!"

"Great!" He snapped his talons and they appeared in a quiet part of the garden with a picnic just for the two of them in


	6. How do you feel

**I don't know what ro say, new chapter! Please enjoy!**

* * *

Twilight levitated a scroll with a list of tasks to be done for the gala. She assigned some tasks to a few of the servants of the castle

"Flash," Twilight addressed the pegagsus guard who had come with her to Canterlot "I need you to go get some ingredients for food that will be made for the gala. It's not for another week, but we should be prepared that way if we forget anything we have enough time to get what we need." Twilight explained

Flash nodded "I'll do that."

"And since you may need help you should take Fluttershy with you" Twilight suggested "She wants something to do so she can help with this" Twi explained before Flash could question her.

"As you wish Twily" Flash responded causing the purple alicorn to blush from her nickname

"Hurry, so AJ and Pinkie can make sure they have everything" She said passing him a list of items that were needed.

Flash smiled and reached for the list brushing his hoof against hers as he grabbed it.

Twilight did her best to hide her blush, but she failed.

"Well off I go." He said before turning to leave "see you later Twily" he once again used her nickname adding to the blush on her face.

* * *

"Well, that's about it" Discord smiled after checking off some things on the list. They had done some fun things earlier like bowling and Paint Ball, but after that Discord had to return to his tasks and Fluttershy, wanting to spend more time with him, offered to help.

"Anything else I can help you do?" Fluttershy offered sweetly

"Unfortunately not." Discord replied "The rest require my magic"

"Okay" Fluttershy said with a bit of sadness

"But don't worry" He assured her after seeing her saddened "when I am done we can spend the rest of the day together." He beamed

"Okay." Fluttershy replied a small smile on her face

"And until then, Twilight has something for you to do." Flash said from behind them.

"Really? What?" Fluttershy asked, exited that she would have some task to do while Discord finished his assignments

"Twi needs us to go get stuff for deserts and food for the gala" Flash answered

"Okay."

"Well se ya latter Flutters" Discord smiled before teleporting away

The two pegasi began to walk through the halls of the castle before Cadence teleported in front of them.

"Hey Flash, Twilight had something else she needed you to do so she asked me to go with Fluttershy to get stuff." Cadence said

"Oh okay" Flash replied "Here's the list"

"Thanks Flash" Cadence smiled "Now hurry Twi really needs your help"

Flash nodded and flew down the hall to where the purple alicorn would be

"I think those two would make a cute couple." Fluttershy smiled

"Yep." Cadence nodded "Come on we need to hurry." she said taking note of the time, shops would close soon and they had a lot to get.

Fluttershy nodded as they continued down the hall

"So, you exited for the gala?" Cadence asked sweetly and Fluttershy nodded in response

"Is there any pony you want to spend it with?" Cadence continued

"Not really." Fluttershy kind-of lied.

"You sure?" The princess of love pressed getting a shake of the head from the shy Pegasus's "Well how about a draconequus?"

Fluttershy froze for a second and looked at the pink alicorn before turning and trotting faster towards the entrance a light blush on her face

Cadence quickly caught up to the pegasus as they left the castle and made it to the streets of Canterlot.

"Did I say something wrong?" Cadence asked with a slightly sarcastic and oblivious tone.

Fluttershy stayed silent as she continued down the streets of Canterlot.

"I know there is someone you want to be with at the gala." Cadence continued "And I have a very good Idea who it is. But I would like you to confirm that."

"Well who do you think it is?" The Pegasus asked but didn't look at the pink alicorn.

"Discord." Cadence replied causing Fluttershy to blush "Am I correct?"

Fluttershy was silent for a moment before she answered the princess of love "Yes I do want to be able to see him at the gala." she sighed "We are such good friends that I just cant imagine not being with him this time around."

"Aw, that's so sweet!" Cadence smiled "You must be _very_ close friends."

"We are." Fluttershy confirmed "Sometimes I feel like I can tell him things I cant tell my other friends. I just cant really imagine my life now if I hadn't become his friend. Things would be so different." Fluttershy confessed

"Sounds like you are closer than I thought." Cadence smirked "Just wondering, do you ever wish to be more than just friends with him?"

"I... well, uh..." Fluttershy tried to think of what to say, then she paused "Wait. Why are you asking?" Fluttershy asked suspiciously

"Just to see if I'm right in my theory." Cadence replied Her honestly

"Well, I guess sometimes I feel like we could be more..." Fluttershy quietly replied honestly "I mean he is so sweet and thoughtfull."

Cadence smiled as Fluttershy continued

"I guess I might have a crush on him..." Fluttershy trailed off "But he's imortal I'm not, and the master of chaos. He could have any mare in Equestria he wanted. He would never return my feelings. He will never see me as more than a freind..." Fluttershy sadly finished

"You never know, he could possibly like you and return your feelings." Cadence comforted her

"You think so?" Fluttershy asked hopefully

The princess of love shrugged "It's possible, but you'll never know unless you try."

"I dont know. What if I eventually told him and he rejected me. I don't know if i could handle that heartbreak." Fluttershy frowned

"Do you really think he would reject you if you told him how you felt?" Cadence asked

"I don't know" Fluttershy continued to walk on sadly

"You should tell him someday. And if he rejects you then it wasn't meant to be and after that you have to just let it go." Cadence told her

"I guess so, but I just wouldn't want to loose him, or ruin our freindship." Fluttershy confessed

"This sounds like more than just a crush." The princess replied suspiciously

Fluttershy sighed "I guess it is... I just dont know how to feel about it."

"Well then just let time take it's course and let things happen when they happen." Cadence advised

"How did we get into this conversation?" Fluttershy asked

Cadence shrugged and the two giggled a little "Come o we shpuld be getting everything"

Fluttershy nodded and they began thier shopping trip and the two talked a bit.

* * *

 **That conversation between Fluttershy and Cadence was just something I thought should happen.**

 **I hope you liked this chapter! Please leave a reveiw!**


	7. Getting Ready

**Just a warning, this chapter is sort of short. Please enjoy!**

* * *

The grang galloping gala was fast approaching, Rarity had many beautiful dresses made for her friends and lots of other ponies, Pinkie and Cheese had done lots of fantastical decorating for this special gala, Twilight had done great planning and everything for the gala was perfect so far.

It was the day of the gala so desserts had to be made and so that's what Apple Jack was doing, with the help of Spike who wanted to because he had nothing else to do.

"Thanks for offering to help." AJ smiled at the young dragon

Spike shrugged "No problem."

They had a lot done, at first AJ had thought that Spike would make a mess somehow like last time he helped her. The country mare was proved wrong since spike was doing better than before. Mabey that day was just a day where he was just a bit clumsy.

* * *

Pinkie and Cheese had finished everything for the gala and had both been talking and hanging out for the past few days.

"You know, I was kind of starting to miss you after Rainbow's birth-a-versary" Pinkie said

"Really?" he asked

Pinkie nodded "You are such a cool party planner. I had fun doing that with you, I always hoped I would see you again."

"Same"

They both smiled at one another

You know, I was wondering," Pinkie began "What if after this you came to Ponyville with me?"

Cheese shook his head "Sorry but, as much as I would love to, I cant. There are too many ponies in the world who need to be happy at least once in their life. I travel and throw parties to share joy and happiness."

Pinkie frowned sadly "I guess you're right. Mabey I could come with you and...

"No" He interrupted "Your friends live in Ponyville. They need you to be there with them. You are the element of laughter, if something goes wrong in Equestria they will need you to help protect it." he answered with a bit of sadness in his usually happy voice.

Pinkie's mane deflated just a bit, it wasn't very noticeable though. "I guess you're right."

"But I may be able to visit you every few years or so." He said trying to cheer her up a bit. "And I am staying for the gala tonight. We can hangout tonight and maybe when I leave tomorrow, it wont be as hard?"

"Good Idea." Pinkie smiled a bit "But If you're leaving tomorrow I'd like to give you something to remember me by."

"And what might that be?" He asked curiously

"Close you're eyes!" Pinkie said excitedly "It's a surprise"

"Okay." He said with a bit of uncertainty before closing his eyes. Almost instantly Pinkie's lips met his! his eyes opened wide in shock before they slid back closed.

When they broke apart both were blushing though it was less noticeable on pinkie's face since she was pink. They just say in silence for a moment starting at one another.

After what felt like forever Pinkie began to turn around "I-I'll see you tonight." She smiled before hopping away.

When she was out of sight he fell backwards on the grass. His heart had exploded of happiness.

* * *

Night was fast approaching and the mane six were getting dressed in a room in the castle. All of them full of excitement for this years gala

"Oh my gosh this is so exiting!" Pinkie squealed as she bounced around the room, even if Cheese would be leaving the next day she was going to make the most of the night.

"Pinkie! Please sit still so I can do your mane and makeup!" Rarity demanded

"I cant sit still! Not when tonight is going to be so fun!"

"Well, the sooner you sit still the sooner we can go have fun at the gala." Twilight told the hyper mare

"Okay." Pinkie said before obeying her friends.

Rainbow Dash was fidgeting around in her dress. "Do I really have to wear this?" Rainbow asked annoyed that she most likely had to.

"Yes." Rarity bluntly replied

"But It's hard to move in!" Rainbow complained.

Rarity rolled her eyes "Oh come on. I made yours specially so you could move in it. You could even fly in it darling."

Rainbow groaned as she continued to fidget a bit.

"I think they're actually kind of nice." AJ commented

"Yes, they fit the theme perfectly" Twilight smiled "They are perfect for such an occasion."

"I also agree." Fluttershy smiled sweetly "I love my dress Rarity."

"Oh, I knew _you_ would." Rarity beamed. "I'm sure you'll be the belle of the ball tonight. Oh, every stallion will be lining up for a dance with you."

Fluttershy blushed a little. She didn't think she would get _that_ much attention, like Rarity thought.

* * *

 **Next chapter will be the Grand Galloping Gala! I am so exited! I hope all of you are too! :)**

 **Please comment and review!**


	8. Masquerade!

**Happy Halloween! I hope you all enjoy this special chapter for today!**

* * *

Not long later all 6 mares were ready for the gala. And so was Spike who had an outfit that was made by Rarity. He was actually pretty handsome.

The little dragon wore black pants and a black top with golden designs on it. Just for fun, there was a sword attached to his belt. That was something that was popular for this kind of thing.

Each mare had an elegant dress.

AJ's was probably the most simple dress though it was pretty poufy. It was crème colored and had matching opera gloves on her front hooves, she had matching heels on her hind legs as well. Her mane was slightly curled and she had a few little flowers woven into her mane.

Twilight had a Magenta Dress that had many pink and purple gems on the bodice. The skirt also had lots of poof as well as a few pink stars and purple swirls embroidered onto it. She had a purple hoof-held mask, she held it with her magic, and it has a magenta star matching her cutie mark in the left side. Her mane was up in a bun and she had magenta opera gloves and magenta shoes.

Rarity had a beautiful dress that had a purple top and Ivory skirts. It was adorned with many purple and blue diamond shaped gemstones. Her mask was white and had a non-noticeable strap to hold it on. Her mane was more curled than normal and she had purple gloves and glass shoes like her first gala.

Rainbow's dress was less poufy than the others but it was still fancy. The top was blue and the skirt contained glittery transparent fabrics that were all the colors of the rainbow all overlapping each other here and there.

Pinkie had a yellow and blue striped top and a poufy pink skirt. She had a pink mask with three balloons matching her cutie mark in the right side. Her mane was also in a poufy bun.

Finally was Fluttershy who's dress was probably the most elegant. It was a glittering gold off the shoulder ball gown. It had a few, fabric, red roses along the top. She had glittering gems that sparkled with every movement she made as well and her skirt had ruffles. Her mask was teal with a little golden butterfly in the right side. Her made was to the side in a loose ponytail.

They all made it to the top of the steps at the castle by Celestia and Luna who were dressed up as well. Princess of the sun had colors matching her mane all blended together. Luna's was a mixture of a very dark blue and black and here mane was braided to the side. Fireworks could be heard outside and everyone was bursting with excitement!

"Twilight!" Celestia exclaimed excitedly

"Princess Celestia!" She replied with just as much exitement

Luna walked over to Twilight and her friends as she began to sing.

 _'Dear Twilight what a splendid gala'_

 _'A perfect way to celebrate this year'_ Tia jumped in

 _'It'll be quite a night!'_ Luna smiled

 _'Were impressed'_ Both princesses sang

 _'Well we did out best'_ Twilight sang with pride

 _'Here's to us_

 _The best gala ever_

 _what a pity that some ponies cant be here'_ Every pony in the group sang. Celestia then signaled to the guards to let ponies in and to the musicians to start playing music.

Many ponies quickly entered the castle and began to sing an upbeat and happy tone

 _Masquerade!_

 _Paper faces on parade!_

 _Masquerade!_

 _Hide your face so the world will never find you!_

 _Masquerade!_

 _Every Face a different shade!_

 _Masquerade!_

 _Look around there's another mask behind you!_

Then only the mares sang together and it was slightly staccato

 _Flash of mauve_

 _splash of puce_

 _fool and king ghoul and goose_

 _green and black_

 _queen and priest_

 _trace of rouge_

 _face of beast_

Then all ponies sang normally

 _Faces!_

 _Take your turn_

 _take a ride_

 _on the merry go round_

 _In an inhuman race,_ the mane 6 sang together

All mares then sang once again

 _Eye of gold_

 _thigh of blue_

 _true is false_

 _who is who_

 _Curl of lip_

 _swirl of gown_

 _ace of hearts_

 _face of clown_

 _Faces_

 _take it in_

 _take it up_

 _till you drown in the light_

 _in the sound_

Celestia and Luna smiled at each other then sang;

 _But who can name the face?_

All ponies joined in again singing

 _Masquerade!_

 _Grinning yellows spinning reds_

 _Masquerade!_

 _Take your fill_

 _let the spectacle astound you_

 _Masquerade!_

 _Burning glances_

 _turning heads!_

 _Masquerade!_

 _Stop and stare at the scene of smiles around you._

Then they all sang quietly in a staccato way as well as making very little movement

 _Masquerade_

 _seething shadows_

 _breathing lies_

 _Masquerade_

 _you can fool any_

And everypony grew louder with the next line,

 _friend who ever knew you_

 _Masquerade_

 _leering satyrs_

 _peering eyes_

 _Masquerade_

 _run and hide but a face will still pursuit you!_

 _What a night_ Apple Jack exclaimed excitedly

 _What a crowd_ Spike observed

 _Makes you glad_ Twilight proclaimed

 _Makes you proud_ The two sisters sang as they _were_ proud of the princess of friendship

 _All the crème de la crème_

 _watching us_ Rarity dreamily stated batting her eyelashes

 _and_ _watching them!_ Pinkie pointed to all the ponies in the crowd

 _And all our fears are in the past_ Fluttershy sang in her beautiful voice

 _One night_ Luna began

 _of_ _relief_ Celestia finished

 _full of fun_ Pinkie and cheese, who had joined up with her during this, sang excitedly

 _Of elysian peace_ Fluttershy added

 _And we can breathe at last_ The country mare sighed

 _No more work_ Rarity added

 _Time for fun!_ The two party ponies sang once again

 _Here's_ _to health_ Celestia beamed

 _Here's a toast_ Luna proclaimed

 _To a prosperous year_ Flash, who had also joined up with them sang

 _and_ _To our friends who are here_ Twilight added on

 _And may this splendor never fade_ Apple Jack and Spike sang in unicine

 _What a change_ Fluttershy noted as this was a different than past galas

 _What a wonderfull time_ Twilight added on

 _And what a masquerade!_ Fluttershy sang once again

Then somewhere in the crowd of ponies there were two ponies who weren't there to have fun like all others. The two were black unicorns one male one female. The mare was taller and appeared older than the colt. She had a Teal mane and green eyes and she had a grey and black cobweb-like dress. The colt had a short green mane and also had green eyes, he wore a simple tux as well.

The mare smirked evilly and sang with a half whisper to the colt

 _Oh, think of it_

 _soon we'll attack_

Her smirk grew before she motioned for the colt to look around

 _look our future kingdom_

"just think of it"

"But why must we do this?" He asked unsurely. He didn't want to do what she wanted to do, these ponies seemed so good and friendly "why cant we just let them be?"

 **"** You promised me you would!" She hissed angrily at him

 **"** I know but I don't want to." He responded sadly

 **"** Well this is for the good of our kingdom."

 **"** But this is a crime!" he responded angrily

She rolled her eyes and sang once again _'Moth Ball what are you afraid of?'_

 _'p_ _lease don't make me.'_ The colt, Moth Ball, pleaded

 _'But you have to_

 _you must pretend'_ She ordered him

Moth Ball sighed and looked at the floor in defeat

 ** _'_** _I can only hope'_ He sang

Both then sang together, ' _I/you will understand in time'_

After that there was a long instrumental where many ponies made their way to the dance floor and all went swirling around the room in a very fast pace mares and stallions kept switching up partners every few seconds and it made most dizzy.

At the end of the long instrumental AJ ended up with spike, Twilight and Flash were partners, Rarity had found Fancy Pants when the two became partners, Pinkie had ended up with cheese, Rainbow had been surprised by Soarin becoming her partner (She didn't even knew he danced!) And Fluttershy... well she ended up with a grey unicorn with a blue horn and a black mane (which was a slight disappointment because she had hoped to see Discord and maybe dance with him. The again, the gala had just started and he would probably make some sort of grand entrance.) But his outfit was interesting it was completely red with black knee high boots. He had a grey half skull mask that made it hard to see his eyes. He also had a sword on his belt

All of the partners stayed with one another as all began to sing in a long drawn out way,

 _Masquerade!_

 _paper faces on parade!_

And then the singing sped up

 _masquerade!_

 _hide your face so the world will never find you_

 _masquerade_

 _every face a different shade_

 _Masquerade_

 _look around there's another mask behind you._

Then, surprisingly all the mares went an octave higher with their singing and some stallions did as well

 _masquerade!_

 _burning glances turning heads_

 _masquerade_

 _stop and stare at the scene of smiles around you_

 _Masquerade!_

 _grinning yellows spinning reds_

 _masquerade_

 _take your fill let the spectacle astound you!_

They held the last note as the orchestra finished their playing each pony either bowed or curtsied to their dance partner before clapping for the orchestra.

Then Celestia and Luna walked to the middle of the ballroom

"We would like to thank each and every one of you for coming to attended this special grand galloping gala!" Celestia spoke

"And we hope that you enjoy this masquerade!" Luna exclaimed

* * *

 **And I'm leaving it off here! Just so you know the gala will be spread into two or three more chapters, so much is to happen on one night!**

 **But that new episode though... Fluttershy did a masquerade thing (Without the mask) When Rarity suggested that I just fangirled so much! Then I got something I have been waiting for, for so long! I wont saywhat happened as I don't want to spoil but I was so happy!**

 **Anyways... I do not own the song 'Masquerade' (some lyrics were changed to fit the story better though) from 'Phantom of the Opera' though I really love it! Masquerade is my favorite song in the musical! That is one reason my Halloween costume is Masquerade themed. If you see a girl with a purple and black poufy dress and a black and silver mask also carrying a pillowcase for candy on Halloween, it's definitely me... unless someone gets the exact same costume as me... Verry unlikely though Fluttershy almost did with the dress part :)**

 **And I also do not own Moth Ball, he is Disney Fanatic's OC. If you have not read her stories I suggest you do you will love them!**

 **Once again Happy Halloween! Please comment and tell me what you think!**


	9. Good Times

The gala was going great, many ponies were dancing of socializing, but Fluttershy wasn't. Though she may have been less shy than before she still didn't like socializing as much as her friends. She sat at a table scanning the crowd of ponies for one particular draconequus. She looked as best she could but couldn't locate him, which was strange... how hard could it be to find a creature who was made up of a million different creatures?

She noticed that the CMC had come and were all dressed up in beautiful ball gowns and each had a hairclip in that resembled their cutiemarks that they had gotten not long after the last gala. She also saw Spike trying to get Rarity's attention but she was dancing with Fancy Pants and AJ was watching from the sidelines. Sometimes she wondered what her friend was thinking when it came to that dragon.

She observed her friends for a while until a voice interrupted her thoughts.

"What's a pretty mare like you doing all alone and not dancing?"

Fluttershy turned around and saw... the prince, if he even deserved that title. Rarity had told her, and their friends how rude and ignorant he was.

She rolled her eyes and looked back at the dancing ponies trying to ignore the prince who walked up behind her

"You know you should get out there and dance." The prince suggested

"I'm fine here" Flutershy responded annoyed, just a bit. "don't need to dance"

"Is that because you don't have someone to dance with?" Blueblood asked

"No..." Fluttershy tried to say

"Well I'm sure you'd love to dance with a handsome stallion like me, and being the gentle colt I am I'll give you the privalage to do so." He then grabbed her hoof and began to drag her to the dancefloor, ignoring her protests.

Fluttershy tried to pull out of his grasp but he held on firm enough it wasn't possible for her to get out of a dance with the snobbish prince, that was until another stallion approached, the same unicorn she had danced with at the beginning of the Masquerade.

"Excuse me but, I would like to dance with her" He told the prince "That is, if she would accept this dance with me?"

Before Fluttershy responded the prince answered with, "I already asked for this dance."

"Oh, but with who?" The strange stallion remarked before holding out his hoof for Fluttershy, she accepted. According to Rarity, _anything_ was better than dancing- or even talking too- the prince.

He held her hoof as he led her to the dance floor leaving the prince, who got very angry, behind.

"Thank you." Fluttershy smiled as the two began to dance to the music along with other couples.

He smiled back "My pleasure my dear."

Fluttershy couldn't help but feel like there was something was familiar about him.

"Have I met you before?" The pegasus questioned

He nodded "Yes I believe we danced earlier."

"I mean before tonight?" She clarified

He chuckled a bit before replying "Yes, actually. We have met many times."

Fluttershy really couldn't remember meeting him before tonight but she felt like she had.

"When?" She continued

"Honestly my dearest Fluttershy, Ithought you'd recognize me! I guess what they say is true, you really _can_ fool any friend whoever knew you." He remarked

"Well..." She paused looking at him to try and find any feature of this stallion that would help her recognize him. It wasn't till she looked into his eyes, which she hadn't been able to see before, that she recognized him. His extremely unique red and yellow eyes gave him away.

"Discord!" She exclaimed in glee from finding her friend who she had been looking for

"It's about time" He replied just as exited as her that they would get to spend this gala together just the two of them.

The two continued the dance as they talked a little.

When it ended the couple made their way to the beautiful Canterlot garden. They found a peaceful secluded area to hang out in.

"Discord, could you maybe change back into a draconequus?" She asked timidly.

"What? You don't like the pony me?" He teased.

She shook her head "I like the real you better." Fluttershy confesed

"In that case, okay." He responded, he was actually sort of happy she accepted his true form and liked it more than a fake pony form. He morphed into the draconequus he was before and his outfit changed as well. He was now wearing a white half mask and a loos white shirt, as well as plack pants and a black cape.

"I liked the costume you hade before." Fluttershy commented

He shrugged "Well I thought this would look better."

"It does look nice." She agreed.

"So, how have you been?" Discord asked

"I've been good. It's been fun so far." She answered him.

"Good." He responded

"So," She asked "Do you think anything bad will happen at this gala?"

"Well..." He thought of all the possibilities. "from your last few galas something has always gone wrong... So, I think that this gala will have some sort of incident or another." He admitted.

"Same" She giggled, a sound that made Discord smile. It was so clear and delicate, like a bell

"So, if something were to happen, what do you think would happen?" The pegasus asked.

"Nothing catastrophic I hope." The chaos being chuckled.

* * *

Rarity and Fancy Pants danced together in a waltz in the ball room. Many ponies danced as well in their shimmering masquerade outfits.

From the sidelines the little purple dragon looked on in disappointment. Then Apple Jack walked up from behind.

"Ya'know, just staring at them wont change anything." The country mare comented

Spike sighed "I know. I've just known her and liked her longer than those two have known eachother. It just feels unfair."

AJ shook her head "They could just be friends."

"No," he replied "I know the way they look at one another shows that they feel something more for eachother."

"How'd ya know that?" She asked in surprise

"It's the way I used to look at her." The little dragon frowned "I've done countless favors for her. I practically worship the ground she walks on and Rarity hardly noticed."

"Well then it just wasn't meant to be." She said putting a hoof around the dragon.

Spike sighed again "I guess you're right."

"Of course I am." The farm mare nudged him "Now, go enjoy the gala."

"Thanks AJ." The little dragon smiled at her "I was just wondering..." He held out his claw to her "May I have this dance?"

The question took the farm mare by surprise. She didnt think he would want to dance with her,

"What?"

"We danced a little earlier, and it was fun." Spike explained "Come on AJ" he urged still holding out his claw.

"Okay" she awnsered as she placed her hoof in his paw "But l'm leading."

"Lead the way" spike smiled.

The two made their way onto the dance floor as a new dance began. Each station bowed and every mare curtsied in turn. Then an elegant sance began, all the ponies moved swiftly in the music.

"Not bad, for a dragon." AJ comented.

Spike didn't know why but this dance, with AJ, well it just felt right.

AJ though, was really enjoying this dance. She had liked Spike for such a long time. He had always been so obsessed with Rarity, she never thought she would ever get to. She would cherish this dance, it may be one of her verry few dances with her dragon freind.

* * *

 **Okay, I know It's been a few months. I really tried to update this sooner.**

 **SI hope you enjoyed this chapter. Please reveiw and since I may not be able to update this again in the next few days, so Happy Hearths Warming!**


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